(Effect
of Awards of Compensation Made by the United Nations Administrative Tribunal, 1954 I.C.J. Reports 47, at 60 - 1 (Advisory Opinion of 13 July)(hereinafter Effect of Awards).)
Not exact matches
On April 28, 2009, the Bloc's critic for the Economic Development Agency
of Canada for the Regions
of Quebec, Jean - Yves Laforest, introduced a motion in the House
of Commons calling for the feds to negotiate in good faith with the Government
of Quebec to resolve the dispute, demanding a
compensation package prorated to that
awarded Ontario.
Add another one to the list: for one year, it smashed all records for the highest executive
compensation in Canada,
awarding its former CEO Michael Pearson $ 179 million in company stock, for a total take - home
of $ 182 million, more than double paid to the previous year's highest paid CEO, BlackBerry's John Chen.
The majority
of companies have instituted limits just for stock - based
awards, while others have targeted overall
compensation, including cash.
To calculate pay, Equilar added salary, bonus, perks, stock
awards, stock option
awards, and other types
of compensation.
JPMorgan noted that its calculation
of Mr. Dimon's 2010
compensation did not include the $ 17 million in restricted stock and options that he was
awarded in February for his performance last year.
In its proposal, the AFL - CIO argues, «In our view, the vesting
of equity
awards that would otherwise be forfeited after a voluntary termination is a windfall payment, not a form
of deferred
compensation for previous service.»
Represents share - based
compensation expense associated with equity
awards for the periods indicated; also includes the portion
of annual non-cash incentive
compensation expense that eligible employees elected to receive or are expected to elect to receive as common equity in lieu
of their 2017 and 2018 cash bonus, respectively.
Fink was
awarded $ 27.7 million in
compensation last year, compared to $ 25.5 million in 2016, based on a calculation
of his pay in line with U.S. Securities and...
Based on performance assessments, the CEO attends a meeting
of the
Compensation Committee held for the purpose of considering the individual executives» annual compensation and recommends the base salary and any incentive bonus awards or long - term incentive awards, if applicable, for each of the executive officers, including the named executi
Compensation Committee held for the purpose
of considering the individual executives» annual
compensation and recommends the base salary and any incentive bonus awards or long - term incentive awards, if applicable, for each of the executive officers, including the named executi
compensation and recommends the base salary and any incentive bonus
awards or long - term incentive
awards, if applicable, for each
of the executive officers, including the named executive officers.
The Plan permits grants
of the following types
of incentive
awards subject to such terms and conditions as the Leadership Development and
Compensation Committee shall determine, consistent with the terms
of the Plan: (1) stock options, including stock options intended to qualify as ISOs, (2) other stock - based
awards, including in the form
of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share - denominated performance units, and (3) cash
awards.
Sales leaders use sales metrics to track progress toward goals, prepare for the future, adjust sales
compensation,
award incentives and bonuses, spot problems before they get out
of hand, and more.
In the future, our
Compensation Committee and board
of directors may consider
awarding such additional or alternative forms
of awards to our executive officers, although no decision to use such other forms
of award has yet been made.
We believe our ability to grant equity - based
awards is a valuable and necessary
compensation tool that aligns the long - term financial interests
of the employees and directors with the financial interests
of our stockholders.
The Leadership Development and
Compensation Committee offered Larry and Sergey cash
awards in recognition
of their performance in 2014, but as in previous years, they declined to receive cash bonuses.
The performance goals upon which the payment or vesting
of any Incentive
Award (other than Options and stock appreciation rights) that is intended to qualify as Performance - Based
Compensation depends shall relate to one or more
of the following Performance Measures: market price
of Capital Stock, earnings per share
of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested
The primary elements
of each named executive officer's total
compensation shown in the table are base salary, an annual cash incentive, and long - term equity
awards consisting
of time - based and performance - based RSUs.
One - third
of performance share
awards, which make up 50 %
of long - term incentive
compensation, are tied to average return on invested capital over a three - year period.
Under the terms
of the LTICP, in addition to or in lieu
of stock options, we may
award, and have
awarded in selected situations for retention purposes or to address other competitive pressures, other types
of equity - based long - term
compensation, including restricted stock, RSRs, stock
awards, stock appreciation rights, performance shares, or performance units.
Realized
compensation is not a substitute for reported
compensation in evaluating our
compensation structure, but we believe that realized
compensation is an important factor in understanding that the value
of compensation that Mr. Musk ultimately realizes is dependent on a number
of additional factors, including: (i) the vesting
of certain
of his option
awards only upon the successful achievement
of a number
of market capitalization increase and operational milestone targets, including milestones that have not
Taking into consideration the actual salary, annual incentive payout and long - term incentive
award for the period 2013 - 2015, Mrs. Rometty earned 55 %
of her annual total target
compensation in 2015.
Other than periodic incentive plans that were historically provided to Mr. McNeill based on the achievement
of specific customer - related metrics, including as set forth under the «Non-Equity Incentive Plan
Compensation» column in «Executive
Compensation — Summary
Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonus
awards.
An incentive
compensation award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation of such award) of the Company's Long - Term Incentive Compen
compensation award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation
of such
award)
of the Company's Long - Term Incentive
CompensationCompensation Plan.
With respect to Ms. Tolstedt, whose Community Banking business line achieved 100 % (the target level)
of its projected contribution to the Company's profit plan, the HRC
awarded her incentive
compensation of $ 1,500,000.
However, we show in column (e)
of the Summary
Compensation Table the
awards of RSRs to John G. Stumpf and Howard I. Atkins in 2002 and 2001, respectively, and for Mr. Stumpf, whose RSR
award vested in full in 2007, the number
of shares and value he acquired in columns (d) and (e)
of the «Option Exercises and Stock Vested» table.
Musk owns approximately one - fifth
of Tesla and in March was
awarded a $ 2.6 billion
compensation plan comprised
of stock options.
Taking into consideration the actual salary, actual annual incentive payout and actual long - term incentive
award for the period 2013 - 2015, Mrs. Rometty earned 55 %
of her annual total target
compensation in 2015.
For each proxy statement position, this
compensation data was ranked from highest to lowest by the combined total amount
of annual cash plus the annualized value
of long - term incentive
awards.
As described under «Item 4 — Approve the Amended and Restated Long - Term Incentive
Compensation Plan» on page 88
of this proxy statement, the Board is proposing to amend the LTICP to permit grants
of equity
awards to non-employee directors.
(l) Except as otherwise set forth in Schedule 2.7 (l)
of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result
of any
of the transactions contemplated by this Agreement, nor will any such transactions accelerate the time
of payment or vesting, or increase the amount,
of any benefit or other
compensation due to any individual; and (ii) the transactions contemplated by this Agreement will not cause the Company to record additional
compensation expense on its income statements with respect to any outstanding Stock Option or other equity - based
award.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive
compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option
award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
award to purchase 5,274,901 shares
of Tesla's common stock (the «2012 CEO Performance
Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
Award»), representing 5 %
of Tesla's total issued and outstanding shares at the time
of grant.
Additional information about the LTICP and other plans pursuant to which
awards in the form
of shares
of the Company's common stock may be made to directors and employees in exchange for goods or services is provided under «Equity
Compensation Plan Information.»
The
Compensation Committee administers the Kokua Bonus Plan with respect to our executive officers and determines the amounts
of any
awards under this plan to our executive officers.
These include risks relating to setting ambitious targets for our employees»
compensation or the vesting
of their equity
awards and the potential impact
of such targets on the decision - making
of our employees, particularly our senior management.
Meeting more than 12
of the 16 operational milestones will not result in any additional vesting or other
compensation to Mr. Musk under the 2018 CEO Performance
Award.
After reviewing the revised peer group director
compensation data in June 2009, the committee 1) set pay for the new non-executive Chairman
of the Board, 2) increased the value
of the annual equity
award from $ 145,000 to $ 175,000, since the previous level
of compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 % restricted stock units (RSUs) to 50 % RSUs and 50 % outperformance stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.
To the extent that in 2018 or any later year, the aggregate amount
of any covered officer's salary, bonus, and amount realized from option exercises and vesting
of restricted stock units or other equity
awards, and certain other
compensation amounts that are recognized as taxable income by the officer exceeds $ 1,000,000 in any year, we will not be entitled to a U.S. federal income tax deduction for the amount over $ 1,000,000 in that year.
Deferral
of an incentive
compensation award paid in cash under this Policy shall be made pursuant to the provisions of the Company's Deferred Compen
compensation award paid in cash under this Policy shall be made pursuant to the provisions
of the Company's Deferred
CompensationCompensation Plan.
Because all Tesla employees are provided equity
awards, this also means that Mr. Musk's
compensation is tied to the success
of all Tesla employees.
See «Executive
Compensation — Grants
of Plan - Based
Awards in 2017» below.
Any significant increase in cash
compensation in lieu
of equity
awards would reduce the cash otherwise available for operations and investment in our business.
We
award cash
compensation to our NEOs in the form
of base salaries and annual cash incentives under our Kokua Bonus Plan, and we
award equity
compensation in the form
of stock options, restricted stock units («RSUs») and PRSUs.
As
of June 30, 2015, there was $ 178.6 million
of total unrecognized
compensation cost related to outstanding stock options and restricted stock
awards that is expected to be recognized over a weighted average period
of 3.51 years.
(8) Amounts in this column reflect the total
of the following columns: Salary, Bonus, Stock
Awards, Option
Awards, Non-Equity Incentive Plan
Compensation, Change in Retention Plan Value, Change in Pension Value, Nonqualified Deferred
Compensation Earnings and All Other
Compensation.
As discussed in the CD&A under «
Compensation Components» and «Achieving Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
Compensation Components» and «Achieving
Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
Compensation Objectives — Pay for Performance,» we have provided incentive
compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
compensation in the form
of an annual cash incentive
award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive
compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
compensation generally in the form
of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockholder value.
Our Bonus Plan allows our
compensation committee to provide incentive
awards (payable in cash or grants
of equity
awards) to selected employees, including our named executive officers, based upon performance goals established by our
compensation committee.
Under the Bonus Plan, our
compensation committee, in its sole discretion, determines the performance goals applicable to
awards, which goals may include, without limitation: attainment
of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation
of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews, or other subjective or objective criteria.
As
of September 30, 2015, there was $ 228.5 million
of total unrecognized
compensation cost related to outstanding stock options and restricted stock
awards that is expected to be recognized over a weighted average period
of 3.18 years.
A portion
of these
awards is generally subject to continued post-acquisition employment, and this portion has been accounted for as post-acquisition share - based
compensation expense.
The following table provides information on
awards granted under the PfR Plan for fiscal 2010 and
awards of PRUs and
awards of restricted stock units («RSUs») granted as part
of fiscal 2010 long - term incentive
compensation: